EXHIBIT 5.1


                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                           Stamford, Connecticut 06901
                                 (203) 324-1400



                                  June 12, 2002

Board of Directors
GrafTech International Ltd.
3102 West End Avenue
Suite 1100
Nashville, Tennessee  37203

Ladies and Gentlemen:

         We have acted as special counsel to GrafTech International Ltd., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of the sale of up to 426,400
shares (the "Shares") of the Company's common stock, par value $.01 per share.
In connection therewith, the Company is filing a Registration Statement on Form
S-3 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission"). As such counsel, you have requested our opinion as to
matters described herein relating to the issuance of the Shares.

         We have examined the Company's Certificate of Incorporation and
By-Laws, in each case as amended and restated through the date hereof, and
minutes of the Company's corporate proceedings, in each case as made available
to us by officers of the Company; an executed copy of the Registration
Statement, and all documents incorporated by reference therein and exhibits
thereto, in the form to be filed with the Commission; and such matters of law
deemed necessary by us in order to deliver the opinion set forth herein. In the
course of our examination, we have assumed the genuineness of all signatures,
the authority of all signatories to sign on behalf of their principals, if any,
the authenticity of all documents submitted to us as original documents and the
conformity to original documents of all documents submitted to us as certified,
conformed or photostatic copies. As to certain factual matters, we have relied
upon information furnished to us by officers of the Company.

         Based on the foregoing and solely in reliance thereon, it is our
opinion that the Shares have been duly authorized and validly issued and are
fully paid and non-assessable.






         We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference it in the Prospectus included
therein under the caption "Legal Matters." In giving such consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.

                                                    Very truly yours,

                                                    /s/ Kelley Drye & Warren LLP